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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________
FORM
10-Q
_______________________________________________________________________
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Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2022
or
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Transition Report Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934 |
For the transition period from _______ to _______
Commission File Number 1-2376
__________________________________________________________________________
FMC CORPORATION
(Exact name of registrant as specified in its charter)
__________________________________________________________________________
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Delaware |
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94-0479804 |
(State or other jurisdiction of
incorporation) |
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(I.R.S. Employer
Identification No.) |
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2929 Walnut Street |
Philadelphia |
Pennsylvania |
19104 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
215-299-6000
__________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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Common Stock, par value $0.10 per share |
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FMC |
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New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule
12b-2 of the Exchange Act.
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| Large
accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. |
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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act)
Yes ☐ No ☒
As of June 30, 2022, there were 125,959,269 of the registrant's
common shares outstanding.
FMC CORPORATION
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FMC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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(in Millions, Except Per Share Data) |
(unaudited) |
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(unaudited) |
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Revenue |
$ |
1,452.3 |
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$ |
1,242.0 |
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$ |
2,803.1 |
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$ |
2,437.6 |
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Costs and Expenses |
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Costs of sales and services |
861.3 |
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710.2 |
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1,639.4 |
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1,393.4 |
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Gross margin |
$ |
591.0 |
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$ |
531.8 |
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$ |
1,163.7 |
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$ |
1,044.2 |
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Selling, general and administrative expenses |
194.8 |
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161.0 |
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383.3 |
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335.5 |
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Research and development expenses |
79.5 |
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65.9 |
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151.3 |
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139.9 |
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Restructuring and other charges (income) |
80.8 |
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16.3 |
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89.9 |
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19.5 |
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Total costs and expenses |
$ |
1,216.4 |
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$ |
953.4 |
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$ |
2,263.9 |
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$ |
1,888.3 |
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Income from continuing operations before non-operating pension and
postretirement charges (income), interest expense, net and income
taxes |
$ |
235.9 |
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$ |
288.6 |
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$ |
539.2 |
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$ |
549.3 |
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Non-operating pension and postretirement charges
(income) |
3.9 |
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4.8 |
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8.2 |
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9.6 |
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Interest expense, net |
35.3 |
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32.6 |
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65.2 |
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65.0 |
|
|
Income (loss) from continuing operations before income
taxes |
$ |
196.7 |
|
|
$ |
251.2 |
|
|
$ |
465.8 |
|
|
$ |
474.7 |
|
|
Provision (benefit) for income taxes |
54.7 |
|
|
33.4 |
|
|
97.0 |
|
|
65.6 |
|
|
Income (loss) from continuing operations |
$ |
142.0 |
|
|
$ |
217.8 |
|
|
$ |
368.8 |
|
|
$ |
409.1 |
|
|
Discontinued operations, net of income taxes |
(10.8) |
|
|
(14.6) |
|
|
(26.0) |
|
|
(22.7) |
|
|
Net income (loss) |
$ |
131.2 |
|
|
$ |
203.2 |
|
|
$ |
342.8 |
|
|
$ |
386.4 |
|
|
Less: Net income (loss) attributable to noncontrolling
interests |
(3.0) |
|
|
0.3 |
|
|
1.2 |
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to FMC stockholders |
$ |
134.2 |
|
|
$ |
202.9 |
|
|
$ |
341.6 |
|
|
$ |
385.5 |
|
|
Amounts attributable to FMC stockholders: |
|
|
|
|
|
|
|
|
Continuing operations, net of income taxes |
$ |
145.0 |
|
|
$ |
217.5 |
|
|
$ |
367.6 |
|
|
$ |
408.2 |
|
|
Discontinued operations, net of income taxes |
(10.8) |
|
|
(14.6) |
|
|
(26.0) |
|
|
(22.7) |
|
|
Net income (loss) attributable to FMC stockholders |
$ |
134.2 |
|
|
$ |
202.9 |
|
|
$ |
341.6 |
|
|
$ |
385.5 |
|
|
Basic earnings (loss) per common share attributable to FMC
stockholders: |
|
|
|
|
|
|
|
|
Continuing operations |
$ |
1.15 |
|
|
$ |
1.68 |
|
|
$ |
2.91 |
|
|
$ |
3.15 |
|
|
Discontinued operations |
(0.09) |
|
|
(0.11) |
|
|
(0.21) |
|
|
(0.18) |
|
|
Net income (loss) attributable to FMC stockholders |
$ |
1.06 |
|
|
$ |
1.57 |
|
|
$ |
2.70 |
|
|
$ |
2.97 |
|
|
Diluted earnings (loss) per common share attributable to FMC
stockholders: |
|
|
|
|
|
|
|
|
Continuing operations |
$ |
1.15 |
|
|
$ |
1.67 |
|
|
$ |
2.90 |
|
|
$ |
3.14 |
|
|
Discontinued operations |
(0.09) |
|
|
(0.11) |
|
|
(0.21) |
|
|
(0.17) |
|
|
Net income (loss) attributable to FMC stockholders |
$ |
1.06 |
|
|
$ |
1.56 |
|
|
$ |
2.69 |
|
|
$ |
2.97 |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
FMC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
(in Millions) |
(unaudited) |
|
(unaudited) |
|
Net income (loss) |
$ |
131.2 |
|
|
$ |
203.2 |
|
|
$ |
342.8 |
|
|
$ |
386.4 |
|
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
Foreign currency adjustments: |
|
|
|
|
|
|
|
|
Foreign currency translation gain (loss) arising during the
period |
$ |
(81.5) |
|
|
$ |
15.3 |
|
|
$ |
(120.9) |
|
|
$ |
(34.5) |
|
|
Reclassification of foreign currency translation (gains)
losses |
4.2 |
|
|
— |
|
|
4.2 |
|
|
— |
|
|
Total foreign currency translation adjustments
(1)
|
$ |
(77.3) |
|
|
$ |
15.3 |
|
|
$ |
(116.7) |
|
|
$ |
(34.5) |
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments: |
|
|
|
|
|
|
|
|
Unrealized hedging gains (losses) and other, net of tax expense
(benefit) of $(2.1) and $(2.6) for the three and six months ended
June 30, 2022 and $(2.0) and $2.0 for the three and six months
ended June 30, 2021, respectively
|
$ |
40.2 |
|
|
$ |
(48.0) |
|
|
$ |
(44.5) |
|
|
$ |
(7.5) |
|
|
Reclassification of deferred hedging (gains) losses and other,
included in net income, net of tax (expense) benefit of $3.7 and
$5.2 for the three and six months ended June 30, 2022 and $2.2 and
$3.0 for the three and six months ended June 30, 2021,
respectively
(2)
|
7.8 |
|
|
7.1 |
|
|
8.4 |
|
|
11.2 |
|
|
Total derivative instruments, net of tax expense (benefit) of $1.6
and $2.6 for the three and six months ended June 30, 2022 and $0.2
and $5.0 for the three and six months ended June 30, 2021,
respectively
|
$ |
48.0 |
|
|
$ |
(40.9) |
|
|
$ |
(36.1) |
|
|
$ |
3.7 |
|
|
|
|
|
|
|
|
|
|
|
Pension and other postretirement benefits: |
|
|
|
|
|
|
|
|
Unrealized actuarial gains (losses) and prior service (costs)
credits, net of tax expense (benefit) of zero and zero for the
three and six months ended June 30, 2022 and zero and zero for the
three and six months ended June 30, 2021, respectively
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(0.1) |
|
|
Reclassification of net actuarial and other (gain) loss and
amortization of prior service costs, included in net income, net of
tax (expense) benefit of $0.8 and $1.8 for the three and six months
ended June 30, 2022 and $1.2 and $2.3 for the three and six months
ended June 30, 2021, respectively
(2)
|
3.2 |
|
|
4.3 |
|
|
6.8 |
|
|
8.7 |
|
|
Total pension and other postretirement benefits, net of tax expense
(benefit) of $0.8 and $1.8 for the three and six months ended June
30, 2022 and $1.2 and $2.3 for the three and six months ended June
30, 2021, respectively
|
$ |
3.2 |
|
|
$ |
4.3 |
|
|
$ |
6.8 |
|
|
$ |
8.6 |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax |
$ |
(26.1) |
|
|
$ |
(21.3) |
|
|
$ |
(146.0) |
|
|
$ |
(22.2) |
|
|
Comprehensive income (loss) |
$ |
105.1 |
|
|
$ |
181.9 |
|
|
$ |
196.8 |
|
|
$ |
364.2 |
|
|
Less: Comprehensive income (loss) attributable to the
noncontrolling interest |
(4.3) |
|
|
0.7 |
|
|
(0.1) |
|
|
1.0 |
|
|
Comprehensive income (loss) attributable to FMC
stockholders |
$ |
109.4 |
|
|
$ |
181.2 |
|
|
$ |
196.9 |
|
|
$ |
363.2 |
|
____________________
(1)Income
taxes are not provided for foreign currency translation because the
related investments are essentially permanent in
duration.
(2)For
more detail on the components of these reclassifications and the
affected line item in the condensed consolidated statements of
income (loss) see Note 14.
The accompanying notes are an integral part of these condensed
consolidated financial statements.
FMC CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions, Except Share and Par Value Data) |
June 30, 2022 |
|
December 31, 2021 |
|
ASSETS |
(unaudited) |
|
Current assets |
|
|
|
|
Cash and cash equivalents |
$ |
591.5 |
|
|
$ |
516.8 |
|
|
Trade receivables, net of allowance of $36.5 in 2022 and $37.4 in
2021
|
2,885.1 |
|
|
2,583.7 |
|
|
Inventories |
1,590.4 |
|
|
1,405.7 |
|
|
Prepaid and other current assets |
450.4 |
|
|
431.4 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
$ |
5,517.4 |
|
|
$ |
4,937.6 |
|
|
Investments |
10.1 |
|
|
9.2 |
|
|
Property, plant and equipment, net |
797.4 |
|
|
817.0 |
|
|
Goodwill |
1,455.8 |
|
|
1,463.3 |
|
|
Other intangibles, net |
2,446.4 |
|
|
2,521.9 |
|
|
Other assets including long-term receivables, net |
602.2 |
|
|
613.8 |
|
|
Deferred income taxes |
214.9 |
|
|
218.5 |
|
|
|
|
|
|
Total assets |
$ |
11,044.2 |
|
|
$ |
10,581.3 |
|
|
LIABILITIES AND EQUITY |
|
|
|
|
Current liabilities |
|
|
|
|
Short-term debt and current portion of long-term debt |
$ |
1,155.1 |
|
|
$ |
440.8 |
|
|
Accounts payable, trade and other |
1,122.2 |
|
|
1,135.0 |
|
|
Advance payments from customers |
1.8 |
|
|
630.7 |
|
|
Accrued and other liabilities |
594.3 |
|
|
631.2 |
|
|
|
|
|
|
Accrued customer rebates |
793.2 |
|
|
406.7 |
|
|
Guarantees of vendor financing |
204.9 |
|
|
206.2 |
|
|
Accrued pension and other postretirement benefits,
current |
4.3 |
|
|
4.3 |
|
|
Income taxes |
109.9 |
|
|
65.4 |
|
|
|
|
|
|
Total current liabilities |
$ |
3,985.7 |
|
|
$ |
3,520.3 |
|
|
Long-term debt, less current portion |
2,731.7 |
|
|
2,731.7 |
|
|
Accrued pension and other postretirement benefits,
long-term |
39.5 |
|
|
41.8 |
|
|
Environmental liabilities, continuing and discontinued |
373.4 |
|
|
415.9 |
|
|
Deferred income taxes |
334.0 |
|
|
342.4 |
|
|
Other long-term liabilities |
452.6 |
|
|
477.3 |
|
|
|
|
|
|
Commitments and contingent liabilities (Note 19)
|
|
|
|
|
Equity |
|
|
|
|
Preferred stock, no par value, authorized 5,000,000 shares; no
shares issued in 2022 or 2021
|
$ |
— |
|
|
$ |
— |
|
|
Common stock, $0.10 par value, authorized 260,000,000 shares;
185,983,792 issued shares in 2022 and 2021
|
18.6 |
|
|
18.6 |
|
|
Capital in excess of par value of common stock |
897.5 |
|
|
880.4 |
|
|
Retained earnings |
5,199.1 |
|
|
4,991.3 |
|
|
Accumulated other comprehensive income (loss) |
(460.4) |
|
|
(315.7) |
|
|
Treasury stock, common, at cost - 2022: 60,024,523 shares, 2021:
60,284,313 shares
|
(2,546.3) |
|
|
(2,542.1) |
|
|
Total FMC stockholders’ equity |
$ |
3,108.5 |
|
|
$ |
3,032.5 |
|
|
Noncontrolling interests |
18.8 |
|
|
19.4 |
|
|
Total equity |
$ |
3,127.3 |
|
|
$ |
3,051.9 |
|
|
Total liabilities and equity |
$ |
11,044.2 |
|
|
$ |
10,581.3 |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
FMC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
2022 |
|
2021 |
|
(in
Millions)
|
(unaudited) |
|
Cash provided (required) by operating activities of continuing
operations: |
|
|
|
|
Net income (loss) |
$ |
342.8 |
|
|
$ |
386.4 |
|
|
Discontinued operations, net of income taxes |
26.0 |
|
|
22.7 |
|
|
Income (loss) from continuing operations |
$ |
368.8 |
|
|
$ |
409.1 |
|
|
Adjustments from income from continuing operations to cash provided
(required) by operating activities of continuing
operations: |
|
|
|
|
Depreciation and amortization |
$ |
85.2 |
|
|
$ |
85.1 |
|
|
|
|
|
|
Restructuring and other charges (income) |
89.9 |
|
|
19.5 |
|
|
Deferred income taxes |
(0.6) |
|
|
(2.9) |
|
|
Pension and other postretirement benefits |
10.6 |
|
|
12.3 |
|
|
Share-based compensation |
13.1 |
|
|
9.7 |
|
|
|
|
|
|
Changes in operating assets and liabilities, net of effect of
acquisitions and divestitures: |
|
|
|
|
Trade receivables, net |
(432.6) |
|
|
(282.9) |
|
|
Guarantees of vendor financing |
(1.2) |
|
|
29.4 |
|
|
Advance payments from customers |
(628.8) |
|
|
(344.3) |
|
|
Accrued customer rebates |
400.0 |
|
|
305.2 |
|
|
Inventories |
(235.8) |
|
|
(310.4) |
|
|
Accounts payable, trade and other |
38.8 |
|
|
207.5 |
|
|
Income taxes |
19.7 |
|
|
(9.7) |
|
|
Pension and other postretirement benefit contributions |
(2.3) |
|
|
(1.7) |
|
|
Environmental spending, continuing, net of recoveries |
(10.8) |
|
|
(44.8) |
|
|
Restructuring and other spending
(1)
|
(16.8) |
|
|
(17.0) |
|
|
Transaction and integration costs |
(0.5) |
|
|
(5.8) |
|
|
Change in other operating assets and liabilities, net
(2)
|
(98.6) |
|
|
(97.7) |
|
|
Cash provided (required) by operating activities of continuing
operations |
$ |
(401.9) |
|
|
$ |
(39.4) |
|
|
Cash provided (required) by operating activities of discontinued
operations: |
|
|
|
|
Environmental spending, discontinued, net of recoveries |
$ |
(14.7) |
|
|
$ |
(22.5) |
|
|
Other discontinued spending |
(16.9) |
|
|
(9.9) |
|
|
|
|
|
|
Cash provided (required) by operating activities of discontinued
operations |
$ |
(31.6) |
|
|
$ |
(32.4) |
|
____________________
(1) The restructuring and other spending
amount for the six months ended June 30, 2022 and 2021 includes
spending of $3.2 million and $0.8 million related to the
Furadan® asset retirement obligations.
(2) Changes in all periods primarily
represent timing of payments associated with all other operating
assets and liabilities.
The accompanying notes are an integral part of these condensed
consolidated financial statements.
(continued)
FMC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
2022 |
|
2021 |
|
(in Millions) |
(unaudited) |
|
Cash provided (required) by investing activities of continuing
operations: |
|
|
|
|
Capital expenditures |
$ |
(73.7) |
|
|
$ |
(46.9) |
|
|
|
|
|
|
|
|
|
|
Investment in Enterprise Resource Planning system |
— |
|
|
(12.7) |
|
|
|
|
|
|
Acquisitions, including cost and equity method, net
|
(0.5) |
|
|
(2.6) |
|
|
|
|
|
|
Other investing activities |
8.9 |
|
|
(19.0) |
|
|
Cash provided (required) by investing activities of continuing
operations |
$ |
(65.3) |
|
|
$ |
(81.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided (required) by financing activities of continuing
operations: |
|
|
|
|
|
|
|
|
Increase (decrease) in short-term debt |
$ |
721.5 |
|
|
$ |
546.8 |
|
|
Repayments of long-term debt |
(0.3) |
|
|
(2.6) |
|
|
Financing fees |
(1.5) |
|
|
(1.7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuances of common stock, net |
8.3 |
|
|
5.6 |
|
|
|
|
|
|
|
|
|
|
Dividends paid
(3)
|
(133.7) |
|
|
(124.3) |
|
|
Repurchases of common stock under publicly announced
program |
— |
|
|
(100.0) |
|
|
Other repurchases of common stock |
(8.6) |
|
|
(7.9) |
|
|
|
|
|
|
|
|
|
|
Cash provided (required) by financing activities of continuing
operations |
$ |
585.7 |
|
|
$ |
315.9 |
|
|
Effect of exchange rate changes on cash and cash
equivalents |
(12.2) |
|
|
(3.3) |
|
|
Increase (decrease) in cash and cash equivalents |
$ |
74.7 |
|
|
$ |
159.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
$ |
516.8 |
|
|
$ |
568.9 |
|
|
|
|
|
|
Cash and cash equivalents, end of period |
$ |
591.5 |
|
|
$ |
728.5 |
|
____________________
(3) See Note 14 regarding the quarterly cash
dividend.
Supplemental disclosure of cash flow information: Cash paid for
interest, net of capitalized interest was $61.2 million and $60.1
million, and income taxes paid, net of refunds were $53.2 million
and $65.2 million for the six months ended June 30, 2022 and 2021,
respectively. Non-cash additions to property, plant and equipment
and other assets were $24.5 million and $15.0 million for the six
months ended June 30, 2022 and 2021, respectively.
The accompanying notes are an integral part of these condensed
consolidated financial statements.
FMC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FMC Stockholders’ Equity |
|
|
|
|
|
(in Millions, Except Per Share Data) |
Common
Stock,
$0.10 Par
Value
|
|
Capital In Excess of Par |
|
Retained
Earnings |
|
Accumulated Other Comprehensive Income (Loss) |
|
Treasury
Stock |
|
Non-controlling
Interest |
|
Total
Equity |
|
Balance at December 31, 2021 |
$ |
18.6 |
|
|
$ |
880.4 |
|
|
$ |
4,991.3 |
|
|
$ |
(315.7) |
|
|
$ |
(2,542.1) |
|
|
$ |
19.4 |
|
|
$ |
3,051.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
— |
|
|
— |
|
|
207.4 |
|
|
— |
|
|
— |
|
|
4.2 |
|
|
211.6 |
|
|
Stock compensation plans |
— |
|
|
10.5 |
|
|
— |
|
|
— |
|
|
4.0 |
|
|
— |
|
|
14.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares for benefit plan trust |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.1 |
|
|
— |
|
|
0.1 |
|
|
Net pension and other benefit actuarial gains (losses) and prior
service costs, net of income tax
(1)
|
— |
|
|
— |
|
|
— |
|
|
3.6 |
|
|
— |
|
|
— |
|
|
3.6 |
|
|
Net hedging gains (losses) and other, net of income tax
(1)
|
— |
|
|
— |
|
|
— |
|
|
(84.1) |
|
|
— |
|
|
— |
|
|
(84.1) |
|
|
Foreign currency translation adjustments
(1)
|
— |
|
|
— |
|
|
— |
|
|
(39.4) |
|
|
— |
|
|
— |
|
|
(39.4) |
|
|
Dividends ($0.53 per share)
|
— |
|
|
— |
|
|
(66.9) |
|
|
— |
|
|
— |
|
|
— |
|
|
(66.9) |
|
|
Repurchases of common stock |
— |
|
— |
|
|
— |
|
|
— |
|
|
(8.6) |
|
|
— |
|
|
(8.6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.5) |
|
|
(0.5) |
|
|
Balance at March 31, 2022 |
$ |
18.6 |
|
|
$ |
890.9 |
|
|
$ |
5,131.8 |
|
|
$ |
(435.6) |
|
|
$ |
(2,546.6) |
|
|
$ |
23.1 |
|
|
$ |
3,082.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
— |
|
|
— |
|
|
134.2 |
|
|
— |
|
|
— |
|
|
(3.0) |
|
|
131.2 |
|
|
Stock compensation plans |
— |
|
|
6.6 |
|
|
— |
|
|
— |
|
|
0.3 |
|
|
— |
|
|
6.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension and other benefit actuarial gains (losses) and prior
service costs, net of income tax
(1)
|
— |
|
|
— |
|
|
— |
|
|
3.2 |
|
|
— |
|
|
— |
|
|
3.2 |
|
|
Net hedging gains (losses) and other, net of income tax
(1)
|
— |
|
|
— |
|
|
— |
|
|
48.0 |
|
|
— |
|
|
— |
|
|
48.0 |
|
|
Foreign currency translation adjustments
(1)
|
— |
|
|
— |
|
|
— |
|
|
(76.0) |
|
|
— |
|
|
(1.3) |
|
|
(77.3) |
|
|
Dividends ($0.53 per share)
|
— |
|
|
— |
|
|
(66.9) |
|
|
— |
|
|
— |
|
|
— |
|
|
(66.9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2022 |
$ |
18.6 |
|
|
$ |
897.5 |
|
|
$ |
5,199.1 |
|
|
$ |
(460.4) |
|
|
$ |
(2,546.3) |
|
|
$ |
18.8 |
|
|
$ |
3,127.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
(1)See
condensed consolidated statements of comprehensive income
(loss).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FMC Stockholders’ Equity |
|
|
|
|
|
(in Millions, Except Per Share Data) |
Common
Stock,
$0.10 Par
Value
|
|
Capital In Excess of Par |
|
Retained
Earnings |
|
Accumulated Other Comprehensive Income (Loss) |
|
Treasury
Stock |
|
Non-controlling
Interest |
|
Total
Equity |
|
Balance at December 31, 2020 |
$ |
18.6 |
|
|
$ |
860.2 |
|
|
$ |
4,506.4 |
|
|
$ |
(282.2) |
|
|
$ |
(2,141.2) |
|
|
$ |
22.4 |
|
|
$ |
2,984.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
— |
|
|
— |
|
|
182.6 |
|
|
— |
|
|
— |
|
|
0.6 |
|
|
183.2 |
|
|
Stock compensation plans |
— |
|
|
5.2 |
|
|
— |
|
|
— |
|
|
4.4 |
|
|
— |
|
|
9.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares for benefit plan trust |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.1) |
|
|
— |
|
|
(0.1) |
|
|
Net pension and other benefit actuarial gains (losses) and prior
service costs, net of income tax
(1)
|
— |
|
|
— |
|
|
— |
|
|
4.3 |
|
|
— |
|
|
— |
|
|
4.3 |
|
|
Net hedging gains (losses) and other, net of income tax
(1)
|
— |
|
|
— |
|
|
— |
|
|
44.6 |
|
|
— |
|
|
— |
|
|
44.6 |
|
|
Foreign currency translation adjustments
(1)
|
— |
|
|
— |
|
|
— |
|
|
(49.5) |
|
|
— |
|
|
(0.3) |
|
|
(49.8) |
|
|
Dividends ($0.48 per share)
|
— |
|
|
— |
|
|
(62.0) |
|
|
— |
|
|
— |
|
|
— |
|
|
(62.0) |
|
|
Repurchases of common stock |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(82.7) |
|
|
— |
|
|
(82.7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2021 |
$ |
18.6 |
|
|
$ |
865.4 |
|
|
$ |
4,627.0 |
|
|
$ |
(282.8) |
|
|
$ |
(2,219.6) |
|
|
$ |
22.7 |
|
|
$ |
3,031.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
— |
|
|
— |
|
|
202.9 |
|
|
— |
|
|
— |
|
|
0.3 |
|
|
203.2 |
|
|
Stock compensation plans |
— |
|
|
5.1 |
|
|
— |
|
|
— |
|
|
0.5 |
|
|
— |
|
|
5.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares for benefit plan trust |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2.5 |
|
|
— |
|
|
2.5 |
|
|
Net pension and other benefit actuarial gains (losses) and prior
service costs, net of income tax
(1)
|
— |
|
|
— |
|
|
— |
|
|
4.3 |
|
|
— |
|
|
— |
|
|
4.3 |
|
|
Net hedging gains (losses) and other, net of income tax
(1)
|
— |
|
|
— |
|
|
— |
|
|
(40.9) |
|
|
— |
|
|
— |
|
|
(40.9) |
|
|
Foreign currency translation adjustments
(1)
|
— |
|
|
— |
|
|
— |
|
|
14.9 |
|
|
— |
|
|
0.4 |
|
|
15.3 |
|
|
Dividends ($0.48 per share)
|
— |
|
|
— |
|
|
(62.0) |
|
|
— |
|
|
— |
|
|
— |
|
|
(62.0) |
|
|
Repurchases of common stock |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(25.2) |
|
|
— |
|
|
(25.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2021 |
$ |
18.6 |
|
|
$ |
870.5 |
|
|
$ |
4,767.9 |
|
|
$ |
(304.5) |
|
|
$ |
(2,241.8) |
|
|
$ |
23.4 |
|
|
$ |
3,134.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
(1)See
condensed consolidated statements of comprehensive income
(loss).
The accompanying notes are an integral part of these condensed
consolidated financial statements.
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 1: Financial Information and Accounting Policies
In our opinion the condensed consolidated financial statements have
been prepared in conformity with U.S. generally accepted accounting
principles ("U.S. GAAP") applicable to interim period financial
statements and reflect all adjustments necessary for a fair
statement of results of operations for the three and six months
ended June 30, 2022 and 2021, cash flows for the six months ended
June 30, 2022 and 2021, changes in equity for the three and six
months ended June 30, 2022 and 2021, and our financial positions as
of June 30, 2022 and December 31, 2021. All such adjustments
included herein are of a normal, recurring nature unless otherwise
disclosed in the Notes. The results of operations for the three and
six months ended June 30, 2022 and 2021 are not necessarily
indicative of the results of operations for the full year. The
condensed consolidated balance sheets as of June 30, 2022 and
December 31, 2021, and the related condensed consolidated
statements of income (loss) and condensed consolidated statements
of comprehensive income (loss) for the three and six months ended
June 30, 2022 and 2021, condensed consolidated statements of cash
flows for the six months ended June 30, 2022 and 2021, and
condensed consolidated statements of changes in equity for the
three and six months ended June 30, 2022 and 2021 have been
reviewed by our independent registered public accountants. The
review is described more fully in their report included herein. Our
accounting policies are set forth in detail in Note 1 to the
consolidated financial statements included with our Annual Report
on Form 10-K filed with the Securities and Exchange Commission for
the year ended December 31, 2021 (the "2021 Form
10-K").
Given the COVID-19 pandemic ("COVID"), many countries, including
the United States, subsequently imposed restrictions on both travel
and business closures in an effort to mitigate the spread of COVID.
As an agriculture sciences company, we are considered an
"essential" industry in the countries in which we operate and have
avoided significant plant closures and all our manufacturing
facilities and distribution warehouses are operational. The extent
to which COVID will continue to impact us will depend on future
developments, many of which remain uncertain and cannot be
predicted with confidence, including the duration of the pandemic,
further actions to be taken to contain the pandemic or mitigate its
impact, and the extent of the direct and indirect economic effects
of the pandemic and containment measures, among
others.
Note 2: Recently Issued and Adopted Accounting Pronouncements and
Regulatory Items
New accounting guidance and regulatory items
In March 2020, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") No. 2020-04,
Reference Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial Reporting.
This ASU provides optional guidance for a limited period of time to
ease the potential burden in accounting for contracts and hedging
relationships affected by reference rate reform. This applies to
contracts that reference LIBOR or another rate that is expected to
be discontinued as a result of rate reform and have modified terms
that affect or have the potential to affect the amount and timing
of contractual cash flows resulting from the discontinuance of the
reference rate. The new standard is currently effective and upon
adoption may be applied prospectively through December 31, 2022. We
are continuing to monitor for any modified or newly entered
contracts and hedging relationships for accounting impacts due to
reference rate reform. Currently, there are no material impacts on
our consolidated financial statements related to this
standard.
Note 3: Revenue Recognition
Disaggregation of revenue
We disaggregate revenue from contracts with customers by
geographical areas and major product categories. We have three
major agricultural product categories: insecticides, herbicides,
and fungicides. Plant health, which includes biological products,
is also included in the below table, because it is a growing part
of our business. The disaggregated revenue tables are shown below
for the three and six months ended June 30, 2022 and
2021.
The following table provides information about disaggregated
revenue by major geographical region:
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited) —
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
(in Millions) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
North America |
$ |
364.6 |
|
|
$ |
290.5 |
|
|
$ |
754.4 |
|
|
$ |
591.5 |
|
|
Latin America |
431.5 |
|
|
299.6 |
|
|
697.4 |
|
|
502.8 |
|
|
Europe, Middle East & Africa (EMEA) |
280.8 |
|
|
272.9 |
|
|
679.0 |
|
|
672.3 |
|
|
Asia |
375.4 |
|
|
379.0 |
|
|
672.3 |
|
|
671.0 |
|
|
Total Revenue |
$ |
1,452.3 |
|
|
$ |
1,242.0 |
|
|
$ |
2,803.1 |
|
|
$ |
2,437.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table provides information about disaggregated
revenue by product category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
(in Millions) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
Insecticides |
$ |
897.1 |
|
|
$ |
741.8 |
|
|
$ |
1,663.8 |
|
|
$ |
1,428.8 |
|
|
Herbicides |
380.3 |
|
|
330.8 |
|
|
784.7 |
|
|
692.5 |
|
|
Fungicides |
63.3 |
|
|
94.5 |
|
|
172.0 |
|
|
185.0 |
|
|
Plant Health |
62.7 |
|
|
52.1 |
|
|
116.1 |
|
|
102.3 |
|
|
Other |
48.9 |
|
|
22.8 |
|
|
66.5 |
|
|
29.0 |
|
|
Total Revenue |
$ |
1,452.3 |
|
|
$ |
1,242.0 |
|
|
$ |
2,803.1 |
|
|
$ |
2,437.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
We earn revenue from the sale of a wide range of products to a
diversified base of customers around the world. We develop, market
and sell all three major classes of crop protection chemicals
(insecticides, herbicides and fungicides) as well as biologicals,
crop nutrition, and seed treatment, which we group as plant health.
These products are used in agriculture to enhance crop yield and
quality by controlling a broad spectrum of insects, weeds and
disease, as well as in non-agricultural markets for pest control.
The majority of our product lines consist of insecticides and
herbicides, with a smaller portfolio of fungicides mainly used in
high value crop segments. We are investing in plant health which
includes our growing biological products. Our insecticides are used
to control a wide spectrum of pests, while our herbicide portfolio
primarily targets a large variety of difficult-to-control weeds.
Products in the other category include various agricultural
products such as smaller classes of pesticides, growth promoters,
and other miscellaneous revenue sources.
Sale of Goods
Revenue from product sales is recognized when (or as) we satisfy a
performance obligation by transferring the promised goods to a
customer, that is, when control of the good transfers to the
customer. The customer is then invoiced at the agreed-upon price
with payment terms generally ranging from 30 to 90 days, with some
regions providing terms longer than 90 days. We do not typically
give payment terms that exceed 360 days; however, in certain
geographical regions such as Latin America, these terms may be
given in limited circumstances. Additionally, a timing difference
of over one year can exist between when products are delivered to
the customer and when payment is received from the customer in
these regions; however, the effect of these sales is not material
to the financial statements as a whole. Furthermore, we have
assessed the circumstances and arrangements in these regions and
determined that the contracts with these customers do not contain a
significant financing component.
In determining when the control of goods is transferred, we
typically assess, among other things, the transfer of risk and
title and the shipping terms of the contract. The transfer of title
and risk typically occurs either upon shipment to the customer or
upon receipt by the customer. As such, we typically recognize
revenue when goods are shipped based on the relevant Incoterm for
the product order, or in some regions, when delivery to the
customer’s requested destination has occurred. When we perform
shipping and handling activities after the transfer of control to
the customer (e.g., when control transfers prior to delivery), they
are considered as fulfillment activities, and accordingly, the
costs are accrued for when the related revenue is recognized. For
FOB shipping point terms, revenue is recognized at the time of
shipment since the customer gains control at this point in
time.
We record amounts billed for shipping and handling fees as revenue.
Costs incurred for shipping and handling are recorded as costs of
sales and services. Amounts billed for sales and use taxes,
value-added taxes, and certain excise and other
specific
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited) —
(Continued)
transactional taxes imposed on revenue-producing transactions are
presented on a net basis and excluded from sales in the
consolidated income statements. We record a liability until
remitted to the respective taxing authority.
Sales Incentives and Other Variable Considerations
As a part of our customary business practice, we offer a number of
sales incentives to our customers including volume discounts,
retailer incentives, and prepayment options. The variable
considerations given can differ by products, support levels and
other eligibility criteria. For all such contracts that include any
variable consideration, we estimate the amount of variable
consideration that should be included in the transaction price
utilizing either the expected value method or the most likely
amount method depending on the nature of the variable
consideration. Variable consideration is included in the
transaction price if, in our judgment, it is probable that a
significant future reversal of cumulative revenue under the
contract will not occur. Although determining the transaction price
for these considerations requires significant judgment, we have
significant historical experience with incentives provided to
customers and estimate the expected consideration considering
historical patterns of incentive payouts. These estimates are
reassessed each reporting period as required.
In addition to the variable considerations described above, in
certain instances, we may require our customers to meet certain
volume thresholds within their contract term. We estimate what
amount of variable consideration should be included in the
transaction price at contract inception and continually reassess
this estimation each reporting period to determine situations when
the minimum volume thresholds will not be met.
Right of Return
We extend an assurance warranty offering customers a right of
refund or exchange in case delivered product does not conform to
specifications. Additionally, in certain regions and arrangements,
we may offer a right of return for a specified period. Both
instances are accounted for as a right of return and transaction
price is adjusted for an estimate of expected returns. Replacement
products are accounted for under the warranty guidance if the
customer exchanges one product for another of the same kind,
quality, and price. We have significant experience with historical
return patterns and use this experience to include returns in the
estimate of transaction price.
Contract Asset and Contract Liability Balances
We satisfy our obligations by transferring goods and services in
exchange for consideration from customers. The timing of
performance sometimes differs from the timing the associated
consideration is received from the customer, thus resulting in the
recognition of a contract asset or contract liability. We recognize
a contract liability if the customer's payment of consideration is
received prior to completion of our related performance
obligation.
The following table presents the opening and closing balances of
our receivables, net of allowances and contract liabilities from
contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
Balance as of December 31, 2021 |
|
Balance as of June 30, 2022 |
|
Increase (Decrease) |
|
|
|
|
|
|
|
Receivables from contracts with customers, net of allowances
(1)
|
$ |
2,641.1 |
|
|
$ |
2,953.5 |
|
|
$ |
312.4 |
|
|
Contract liabilities: Advance Payments from customers |
630.7 |
|
|
1.8 |
|
|
(628.9) |
|
____________________
(1) Amount includes $2,885.1 million of
trade receivables and $68.4 million of net long-term customer
receivables as of June 30, 2022. See Note 6 for more
information.
The balance of receivables from contracts with customers listed in
the table above include both current trade receivables and
long-term receivables, net of allowance for doubtful accounts. The
allowance for receivables represents our best estimate of the
probable losses associated with potential customer defaults. We
determine the allowance based on historical experience, current
collection trends, and external business factors such as economic
factors, including regional bankruptcy rates, and political
factors. The change in allowance for doubtful accounts for both
current trade receivables and long-term receivables is
representative of the impairment of receivables as of June 30,
2022. Refer to Note 6 for further information.
The amount of revenue recognized in the six months ended June 30,
2022 that was included in the opening contract liability balance is
$628.9 million.
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited) —
(Continued)
We periodically enter into prepayment arrangements with customers
and receive advance payments for product to be delivered in future
periods. Prepayment terms are extended to customers/distributors in
order to capitalize on surplus cash with growers. Growers receive
bulk payments for their produce, which they leverage to buy our
products from distributors through prepayment options. This in turn
creates opportunity for distributors to make large prepayments to
us for securing the future supply of products to be sold to
growers. Prepayments are typically received in the fourth quarter
of the fiscal year and are for the following marketing year
indicating that the time difference between prepayment and
performance of corresponding performance obligations does not
exceed one year.
We recognize these prepayments as a liability under "Advance
payments from customers" on the condensed consolidated balance
sheets when they are received. Revenue associated with advance
payments is recognized as shipments are made and transfer of
control to the customer takes place. Advance payments from
customers was $630.7 million as of December 31, 2021 and $1.8
million as of June 30, 2022.
Manufacturing and Seed Supply Agreements
As part of the DuPont Crop Protection Business Acquisition in 2017,
we acquired various manufacturing contracts. The manufacturing
contracts have been recognized as an asset or liability to the
extent the terms of the contract were favorable or unfavorable
compared with market terms of the same or similar items at the date
of the acquisition.
We also entered into supply agreements with DuPont, with terms of
up to five years, to supply technical insecticide products required
for their retained seed treatment business at cost. The unfavorable
liability is recorded within "Accrued and other liabilities" on the
condensed consolidated balance sheets and is reduced and recognized
to revenues within earnings as sales are made. The amount
recognized in revenue for the six months ended June 30, 2022 and
2021 was approximately $54 million and $51 million, and $27 million
and $26 million for the three months ended June 30, 2022 and 2021,
respectively.
Note 4: Goodwill and Intangible Assets
The changes in the carrying amount of goodwill are presented in the
table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
|
|
|
|
|
|
Total |
|
Balance, December 31, 2021 |
|
|
|
|
|
|
$ |
1,463.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency and other adjustments
|
|
|
|
|
|
|
(7.5) |
|
|
Balance, June 30, 2022 |
|
|
|
|
|
|
$ |
1,455.8 |
|
There were no events or circumstances indicating that goodwill
might be impaired as of June 30, 2022.
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited) —
(Continued)
Our intangible assets, other than goodwill, consist of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2022 |
|
December 31, 2021 |
|
(in Millions) |
Gross |
|
Accumulated Amortization |
|
Net |
|
Gross |
|
Accumulated Amortization |
|
Net |
|
Intangible assets subject to amortization
(finite-lived) |
|
Customer relationships |
$ |
1,121.9 |
|
|
$ |
(320.9) |
|
|
$ |
801.0 |
|
|
$ |
1,147.1 |
|
|
$ |
(301.3) |
|
|
$ |
845.8 |
|
|
Patents |
1.8 |
|
|
(1.3) |
|
|
0.5 |
|
|
1.8 |
|
|
(1.3) |
|
|
0.5 |
|
|
Brands
(1)
|
15.7 |
|
|
(9.8) |
|
|
5.9 |
|
|
17.1 |
|
|
(9.9) |
|
|
7.2 |
|
|
Purchased and licensed technologies |
58.6 |
|
|
(41.3) |
|
|
17.3 |
|
|
60.2 |
|
|
(40.7) |
|
|
19.5 |
|
|
Other intangibles |
1.8 |
|
|
(1.7) |
|
|
0.1 |
|
|
2.3 |
|
|
(1.7) |
|
|
0.6 |
|
|
|
$ |
1,199.8 |
|
|
$ |
(375.0) |
|
|
$ |
824.8 |
|
|
$ |
1,228.5 |
|
|
$ |
(354.9) |
|
|
$ |
873.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets not subject to amortization
(indefinite-lived) |
|
Crop Protection Brands
(2)
|
$ |
1,259.1 |
|
|
|
|
$ |
1,259.1 |
|
|
$ |
1,259.1 |
|
|
|
|
$ |
1,259.1 |
|
|
Brands
(1)
|
362.5 |
|
|
|
|
362.5 |
|
|
389.2 |
|
|
|
|
389.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,621.6 |
|
|
|
|
$ |
1,621.6 |
|
|
$ |
1,648.3 |
|
|
|
|
$ |
1,648.3 |
|
|
Total intangible assets |
$ |
2,821.4 |
|
|
$ |
(375.0) |
|
|
$ |
2,446.4 |
|
|
$ |
2,876.8 |
|
|
$ |
(354.9) |
|
|
$ |
2,521.9 |
|
____________________
(1) Represents trademarks, trade names and
know-how.
(2) Represents proprietary brand portfolios,
consisting of trademarks, trade names and know-how, of our crop
protection brands.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
(in Millions) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
Amortization expense |
$ |
15.3 |
|
|
$ |
15.7 |
|
|
$ |
30.7 |
|
|
$ |
31.5 |
|
The full year estimated pre-tax amortization expense for the year
ended December 31, 2022 and each of the succeeding five years
is approximately $61 million, $60 million, $59 million, $59
million, $59 million, and $58 million, respectively.
Note 5: Acquisitions
On June 29, 2022 we announced a definitive agreement to acquire
BioPhero ApS ("BioPhero"), a Denmark-based pheromone research and
production company. The acquisition adds state-of-the-art
biologically produced pheromone insect control technology to our
product portfolio and R&D pipeline, underscoring our role as a
leader in delivering innovative and sustainable crop protection
solutions.
The purchase price of approximately $200 million was paid at
closing on July 19, 2022. The acquisition, which will be accounted
for as a business combination, will include all of BioPhero’s
technology, IP, supply agreements, employees and net assets of the
business. The purchase price allocation is expected to be largely
concentrated across the intangible assets being acquired, with a
portion of the value ascribed to in process research and
development assets and goodwill.
Note 6: Receivables
The following table displays a roll forward of the allowance for
doubtful trade receivables.
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited) —
(Continued)
|
|
|
|
|
|
|
(in Millions) |
|
|
Balance, December 31, 2020 |
$ |
27.9 |
|
|
Additions - charged to expense
|
17.2 |
|
|
Transfer from (to) allowance for credit losses (see
below) |
(0.6) |
|
|
Net recoveries, write-offs and other
|
(7.1) |
|
|
Balance, December 31, 2021 |
$ |
37.4 |
|
|
Additions - charged to expense
|
(1.7) |
|
|
Transfer from (to) allowance for credit losses (see
below) |
0.5 |
|
|
Net recoveries, write-offs and other |
0.3 |
|
|
Balance, June 30, 2022 |
$ |
36.5 |
|
We have non-current receivables that represent long-term customer
receivable balances related to past due accounts which are not
expected to be collected within the current year. The net long-term
customer receivables were $68.4 million as of June 30, 2022. These
long-term customer receivable balances and the corresponding
allowance are included in
"Other
assets including long-term receivables, net"
on the condensed consolidated balance sheets.
A portion of these long-term receivables have payment contracts. We
have no reason to believe payments will not be made based upon the
credit quality of these customers. Additionally, we also hold
significant collateral against these customers including rights to
property or other assets as a form of credit guarantee. If the
customer does not pay or gives indication that they will not pay,
these guarantees allow us to start legal action to block the sale
of the customer’s harvest. On an ongoing basis, we continue to
evaluate the credit quality of our non-current receivables using
aging of receivables, collection experience and write-offs, as well
as evaluating existing economic conditions, to determine if an
additional allowance is necessary.
The following table displays a roll forward of the allowance for
credit losses related to long-term customer
receivables:
|
|
|
|
|
|
|
(in
Millions)
|
|
|
Balance, December 31, 2020 |
$ |
24.7 |
|
|
Additions - charged to expense
|
3.9 |
|
|
Transfer from (to) allowance for doubtful accounts (see
above) |
0.6 |
|
|
Foreign currency adjustments |
(1.5) |
|
|
Net recoveries, write-offs and other |
— |
|
|
Balance, December 31, 2021 |
$ |
27.7 |
|
|
Additions - charged to expense
|
(0.1) |
|
|
Transfer from (to) allowance for doubtful accounts (see
above) |
(0.5) |
|
|
Foreign currency adjustments |
0.2 |
|
|
|
|
Balance, June 30, 2022 |
$ |
27.3 |
|
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited) —
(Continued)
Note 7: Inventories
Inventories consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
June 30, 2022 |
|
December 31, 2021 |
|
Finished goods |
$ |
583.8 |
|
|
$ |
559.2 |
|
|
Work in process |
876.1 |
|
|
730.8 |
|
|
Raw materials, supplies and other |
246.7 |
|
|
231.9 |
|
|
First-in, first-out inventory |
$ |
1,706.6 |
|
|
$ |
1,521.9 |
|
|
Less: Excess of first-in, first-out cost over last-in, first-out
cost |
(116.2) |
|
|
(116.2) |
|
|
Net inventories |
$ |
1,590.4 |
|
|
$ |
1,405.7 |
|
Note 8: Property, Plant and Equipment
Property, plant and equipment consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
June 30, 2022 |
|
December 31, 2021 |
|
Property, plant and equipment |
$ |
1,353.8 |
|
|
$ |
1,329.5 |
|
|
Accumulated depreciation |
(556.4) |
|
|
(512.5) |
|
|
Property, plant and equipment, net |
$ |
797.4 |
|
|
$ |
817.0 |
|
Note 9: Restructuring and Other Charges (Income)
Our restructuring and other charges (income) are comprised of
restructuring, asset disposals and other charges (income) as noted
below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
(in Millions) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
Restructuring charges |
$ |
3.4 |
|
|
$ |
10.5 |
|
|
$ |
14.6 |
|
|
$ |
16.8 |
|
|
Other charges (income), net |
77.4 |
|
|
5.8 |
|
|
75.3 |
|
|
2.7 |
|
|
Total restructuring and other charges (income) |
$ |
80.8 |
|
|
$ |
16.3 |
|
|
$ |
89.9 |
|
|
$ |
19.5 |
|
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited) —
(Continued)
Restructuring charges
For detail on restructuring activities which commenced prior to
2022, see Note 9 to our consolidated financial statements included
within our 2021 Form 10-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
Severance and Employee Benefits
|
|
Other Charges (Income)
(1)
|
|
Asset Disposal Charges (Income)
(2)
|
|
Total |
|
DuPont Crop restructuring
(3)
|
$ |
— |
|
|
$ |
0.2 |
|
|
$ |
— |
|
|
$ |
0.2 |
|
|
Regional realignment
(4)
|
1.4 |
|
|
1.0 |
|
|
— |
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
Other items |
0.3 |
|
|
0.5 |
|
|
— |
|
|
0.8 |
|
|
Three Months Ended June 30, 2022 |
$ |
1.7 |
|
|
$ |
1.7 |
|
|
$ |
— |
|
|
$ |
3.4 |
|
|
|
|
|
|
|
|
|
|
DuPont Crop restructuring
(3)
|
$ |
— |
|
|
$ |
1.8 |
|
|
$ |
(0.1) |
|
|
$ |
1.7 |
|
|
Regional realignment
(4)
|
4.5 |
|
|
2.5 |
|
|
0.2 |
|
|
7.2 |
|
|
Other items |
1.6 |
|
|
— |
|
|
— |
|
|
1.6 |
|
|
Three Months Ended June 30, 2021 |
$ |
6.1 |
|
|
$ |
4.3 |
|
|
$ |
0.1 |
|
|
$ |
10.5 |
|
|
|
|
|
|
|
|
|
|
|
DuPont Crop restructuring
(3)
|
$ |
— |
|
|
$ |
0.5 |
|
|
$ |
— |
|
|
$ |
0.5 |
|
|
Regional realignment
(4)
|
3.4 |
|
|
1.5 |
|
|
— |
|
|
4.9 |
|
|
Other items |
(0.1) |
|
|
1.1 |
|
|
8.2 |
|
|
9.2 |
|
|
Six Months Ended June 30, 2022 |
$ |
3.3 |
|
|
$ |
3.1 |
|
|
$ |
8.2 |
|
|
$ |
14.6 |
|
|
|
|
|
|
|
|
|
|
|
DuPont Crop restructuring |
$ |
1.2 |
|
|
$ |
2.9 |
|
|
$ |
0.9 |
|
|
$ |
5.0 |
|
|
Regional realignment
(4)
|
4.5 |
|
|
3.2 |
|
|
0.2 |
|
|
7.9 |
|
|
Other items |
3.9 |
|
|
— |
|
|
— |
|
|
3.9 |
|
|
Six Months Ended June 30, 2021 |
$ |
9.6 |
|
|
$ |
6.1 |
|
|
$ |
1.1 |
|
|
$ |
16.8 |
|
____________________
(1)Primarily
represents costs associated with miscellaneous restructuring
activities, including third-party costs. Other income, if
applicable, primarily represents favorable developments on
previously recorded exit costs and recoveries associated with
restructuring.
(2)Primarily
represents asset write-offs (recoveries) and accelerated
depreciation on long-lived assets, which were or are to be
abandoned. To the extent incurred, the acceleration effect of
re-estimating settlement dates and revised cost estimates
associated with asset retirement obligations due to facility
shutdowns, are also included within the asset disposal charges. The
amount for the six months ended June 30, 2022 represents fixed
asset charges resulting from the closure of certain manufacturing
sites during the period.
(3)Restructuring
charges related to DuPont Crop restructuring during the three and
six months ended June 30, 2022 and June 30, 2021 represent the
remaining in-flight restructuring charges as we completed the
established DuPont Crop Restructuring program associated with
integration. These charges are primarily associated with
accelerated depreciation on certain fixed assets, severance, and
other costs as we exit certain facilities.
(4)Beginning
in the second quarter of 2021, we began to consolidate our global
operations into centralized regional headquarters within EMEA and
APAC. The regional realignment restructuring charges during the
three and six months ended June 30, 2022 and June 30, 2021 are
primarily related to severance and other exit costs resulting from
this consolidation.
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited) —
(Continued)
Roll forward of restructuring reserves
The following table shows a roll forward of restructuring reserves,
that will result in cash spending. These amounts exclude asset
retirement obligations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
Balance at
12/31/21
(4)
|
|
Change in
reserves
(5)
|
|
Cash
payments
(6)
|
|
Other |
|
Balance at
6/30/22
(4)
|
|
DuPont Crop restructuring
(1)
|
$ |
8.6 |
|
|
$ |
0.5 |
|
|
$ |
(3.4) |
|
|
$ |
(0.1) |
|
|
$ |
5.6 |
|
|
Regional realignment
(2)
|
4.0 |
|
|
4.9 |
|
|
(3.5) |
|
|
— |
|
|
5.4 |
|
|
|
|
|
|
|
|
|
|
|
|
Other workforce related and facility shutdowns
(3)
|
2.3 |
|
|
1.0 |
|
|
(2.5) |
|
|
— |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
$ |
14.9 |
|
|
$ |
6.4 |
|
|
$ |
(9.4) |
|
|
$ |
(0.1) |
|
|
$ |
11.8 |
|
____________________
(1)Primarily
consists of exit costs and severance associated with DuPont Crop
restructuring activities.
(2)Primarily
consists of severance and employee relocation costs as well as
other costs associated with the relocation of our European
headquarters and the consolidation of our Asia Pacific operations
into a single regional headquarters in Singapore.
(3)Primarily
severance costs related to workforce reductions and facility
shutdowns.
(4)Included
in "Accrued and other liabilities" and "Other long-term
liabilities" on the condensed consolidated balance
sheets.
(5)Primarily
severance and other miscellaneous exit costs. Any accelerated
depreciation and impairment charges noted above that impacted our
property, plant and equipment balances or other long-term assets
are not included in this table.
(6)In
addition to the spend above, for the six months ended June 30, 2022
there was also approximately $3.2 million of spending related
to the Furadan® asset retirement obligation as well as
$4.2 million of additional spending for items in the
restructuring and other charge line item that are not in the
rollforward above.
Other charges (income), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
(in Millions) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
Environmental charges, net |
$ |
0.9 |
|
|
$ |
3.7 |
|
|
$ |
(2.4) |
|
|
$ |
(0.4) |
|
|
Exit from Russian Operations |
76.1 |
|
|
— |
|
|
76.1 |
|
|
— |
|
|
Other items, net |
0.4 |
|
|
2.1 |
|
|
1.6 |
|
|
3.1 |
|
|
Other charges (income), net |
$ |
77.4 |
|
|
$ |
5.8 |
|
|
$ |
75.3 |
|
|
$ |
2.7 |
|
Environmental charges, net
Environmental charges represent the net charges associated with
environmental remediation at continuing operating sites. See Note
12 for additional details. Environmental obligations for continuing
operations primarily represent obligations at shut down or
abandoned facilities within businesses that do not meet the
criteria for presentation as discontinued operations.
Exit from Russian Operations
As the Russia-Ukraine war continues, our values as a company as
well as the sanctions imposed on, and cross-sanctions imposed and
announced by, the Russian Federation led us to cease operations and
business in Russia. This decision was made in mid-April when we
concluded that it was not sustainable to continue operations. As a
result of this decision, we recorded a charge of approximately
$76.1 million during the three and six months ended June 30,
2022. The charge primarily consists of noncash asset write offs,
mainly working capital as well as the value of a packaging and
formulation facility. This charge includes approximately
$7 million of cash that was stranded and not accessible to
us.
Note 10: Debt
Debt maturing within one year:
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited) —
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
June 30, 2022 |
|
December 31, 2021 |
|
Short-term foreign debt
(1)
|
$ |
101.5 |
|
|
$ |
112.2 |
|
|
Commercial paper
(2)
|
964.4 |
|
|
244.1 |
|
|
Total short-term debt |
$ |
1,065.9 |
|
|
$ |
356.3 |
|
|
Current portion of long-term debt |
89.2 |
|
|
84.5 |
|
|
Total short-term debt and current portion of long-term debt
(3)
|
$ |
1,155.1 |
|
|
$ |
440.8 |
|
____________________
(1)At
June 30, 2022, the average effective interest rate on the
borrowings was 15.6 percent.
(2)At
June 30, 2022, the average effective interest rate on the
borrowings was 2.15 percent.
(3)Based
on cash generated from operations, our existing liquidity
facilities, which includes the revolving credit agreement with the
option to increase capacity up to $2.75 billion, and our
continued access to debt capital markets, we have adequate
liquidity to meet any of the company's debt obligations in the near
term.
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
June 30, 2022 |
|
|
|
|
|
Interest Rate Percentage |
|
Maturity
Date |
|
June 30, 2022 |
|
December 31, 2021 |
|
Pollution control and industrial revenue bonds (less unamortized
discounts of $0.1 and $0.1, respectively)
|
6.45%
|
|
2032
|
|
$ |
49.9 |
|
|
$ |
49.9 |
|
|
Senior notes (less unamortized discount of $0.6 and $0.7,
respectively)
|
3.20% - 4.50%
|
|
2024 - 2049
|
|
1,899.4 |
|
|
1,899.3 |
|
|
|
|
|
|
|
|
|
|
2021 Term Loan Facility |
2.60% |
|
2024 |
|
800.0 |
|
|
800.0 |
|
|
Revolving Credit Facility
(1)
|
4.30% |
|
2027 |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Foreign debt |
0% - 15.30%
|
|
2023 - 2024
|
|
89.2 |
|
|
84.7 |
|
|
Debt issuance cost |
|
|
|
|
(17.6) |
|
|
(17.7) |
|
|
Total long-term debt |
|
|
|
|
$ |
2,820.9 |
|
|
$ |
2,816.2 |
|
|
Less: debt maturing within one year |
|
|
|
|
89.2 |
|
|
84.5 |
|
|
Total long-term debt, less current portion |
|
|
|
|
$ |
2,731.7 |
|
|
$ |
2,731.7 |
|
____________________
(1)Letters
of credit outstanding under our Revolving Credit Facility totaled
$160.0 million and available funds under this facility were $875.6
million at June 30, 2022.
Revolving Credit Facility and Term Loan Amendments
On June 17, 2022, we amended our Revolving Credit Facility and on
June 27, 2022 we amended our 2021 Term Loan Agreement. The
Revolving Credit Facility Amendment primarily increased the
borrowing capacity from $1.5 billion to $2 billion and
extended the maturity date by an additional year to 2027. Both
agreements were amended to transition from a reference rate using
the LIBOR benchmark to a reference rate using a Term SOFR
benchmark.
Deferred financing fees totaling $1.5 million associated with
both amendments have been deferred and are being recognized to
interest expense over the life of the agreements.
Covenants
Among other restrictions, our Revolving Credit Facility and 2021
Term Loan Facility contain financial covenants applicable to FMC
and its consolidated subsidiaries related to leverage (measured as
the ratio of debt to adjusted earnings) and interest coverage
(measured as the ratio of adjusted earnings to interest expense).
Our actual leverage for the four consecutive quarters ended June
30, 2022 was 2.87, which is below the maximum leverage of 3.50 at
June 30, 2022. As amended pursuant to the Revolving Credit
Agreement discussed within our 2021 Form 10-K, the maximum leverage
ratio stepped down to 3.50 for the period ending December 31, 2021
and future quarters thereafter. Our actual interest coverage for
the four consecutive quarters ended June 30, 2022 was 10.27, which
is above the minimum interest coverage of 3.50. We were in
compliance with all covenants at June 30, 2022.
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited) —
(Continued)
Note 11: Discontinued Operations
Discontinued operations includes adjustments to retained assets and
liabilities as well as provisions, net of recoveries, for
environmental liabilities and legal reserves and expenses related
to previously discontinued operations and retained liabilities. The
primary liabilities retained include environmental liabilities,
other postretirement benefit liabilities, self-insurance, long-term
obligations related to legal proceedings and historical
restructuring activities.
Our discontinued operations comprised the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
Adjustment for workers’ compensation, product liability, other
postretirement benefits and other, net of income tax benefit
(expense) of $(1.5) and $(1.7) for the three and six months ended
June 30, 2022, and $(1.1) and $(2.1) for the three and six months
ended June 30, 2021, respectively
|
$ |
(3.1) |
|
|
$ |
(1.0) |
|
|
$ |
(3.5) |
|
|
$ |
(2.6) |
|
|
Provision for environmental liabilities, net of recoveries, net of
income tax benefit of $0.3 and $0.9 for the three and six months
ended June 30, 2022 and $0.8 and $1.6 three and six months ended
June 30, 2021, respectively
|
(0.6) |
|
|
(3.4) |
|
|
(2.7) |
|
|
(5.7) |
|
|
Provision for legal reserves and expenses, net of recoveries, net
of income tax benefit of $1.9 and $5.3 for the three and six months
ended June 30, 2022 and $2.7 and $3.8 for the three and six months
ended June 30, 2021 respectively
|
(7.1) |
|
|
(10.2) |
|
|
(19.8) |
|
|
(14.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations, net of income taxes |
$ |
(10.8) |
|
|
$ |
(14.6) |
|
|
$ |
(26.0) |
|
|
$ |
(22.7) |
|
Note 12: Environmental Obligations
We have reserves for potential environmental obligations which we
consider probable and which we can reasonably estimate. The
following table is a roll forward of our total environmental
reserves, continuing and discontinued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
Gross |
|
Recoveries
(3)
|
|
Net |
|
Total environmental reserves at December 31, 2021 |
$ |
514.6 |
|
|
$ |
(11.4) |
|
|
$ |
503.2 |
|
|
Provision (Benefit) |
3.7 |
|
|
(0.6) |
|
|
3.1 |
|
|
(Spending) Recoveries |
(25.8) |
|
|
— |
|
|
(25.8) |
|
|
Foreign currency translation adjustments |
(6.0) |
|
|
— |
|
|
(6.0) |
|
|
Net change |
$ |
(28.1) |
|
|
$ |
(0.6) |
|
|
$ |
(28.7) |
|
|
Total environmental reserves at June 30, 2022 |
$ |
486.5 |
|
|
$ |
(12.0) |
|
|
$ |
474.5 |
|
|
|
|
|
|
|
|
|
Environmental reserves, current
(1)
|
$ |
102.2 |
|
|
$ |
(1.1) |
|
|
$ |
101.1 |
|
|
Environmental reserves, long-term
(2)
|
384.3 |
|
|
(10.9) |
|
|
373.4 |
|
|
Total environmental reserves at June 30, 2022 |
$ |
486.5 |
|
|
$ |
(12.0) |
|
|
$ |
474.5 |
|
____________________
(1)These
amounts are included within "Accrued and other liabilities" on the
condensed consolidated balance sheets.
(2)These
amounts are included in "Environmental liabilities, continuing and
discontinued" on the condensed consolidated balance
sheets.
(3)These
recorded recoveries represent probable realization of claims
against U.S. government agencies and are recorded as an offset to
our environmental reserves in the condensed consolidated balance
sheets.
The estimated reasonably possible environmental loss contingencies,
net of expected recoveries, exceed amounts accrued by approximately
$160 million at June 30, 2022. This reasonably possible estimate is
based upon information available as of the date of the filing but
the actual future losses may be higher given the uncertainties
regarding the status of laws, regulations, enforcement policies,
the impact of potentially responsible parties, technology and
information related to individual sites.
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited) —
(Continued)
Potential environmental obligations that have not been reserved may
be material to any one quarter's or year's results of operations in
the future. However, we believe any such liability arising from
such potential environmental obligations is not likely to have a
material adverse effect on our liquidity or financial condition as
it may be satisfied over many years.
The table below provides a roll forward of our environmental
recoveries representing probable realization of claims against
insurance carriers and other third parties. These recoveries are
recorded as "Prepaid and other current assets" and "Other assets
including long-term receivables, net" in the condensed consolidated
balance sheets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
December 31, 2021 |
|
Increase (Decrease) in recoveries |
|
Cash received |
|
|
|
June 30, 2022 |
|
Environmental recoveries |
$ |
4.5 |
|
|
$ |
1.9 |
|
|
$ |
(0.3) |
|
|
|
|
$ |
6.1 |
|
|
|
|
|
|
|
|
|
|
|
Our net environmental provisions relate to costs for the continued
cleanup of both continuing and discontinued manufacturing
operations from previous years. The net provisions are comprised as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
(in Millions) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
Environmental provisions, net - recorded to liabilities
(1)
|
$ |
3.7 |
|
|
$ |
8.4 |
|
|
$ |
3.1 |
|
|
$ |
7.5 |
|
|
Environmental provisions, net - recorded to assets
(2)
|
(1.9) |
|
|
(0.5) |
|
|
(1.9) |
|
|
(0.6) |
|
|
Environmental provision, net |
$ |
1.8 |
|
|
$ |
7.9 |
|
|
$ |
1.2 |
|
|
$ |
6.9 |
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
(3)
|
$ |
0.9 |
|
|
$ |
3.7 |
|
|
$ |
(2.4) |
|
|
$ |
(0.4) |
|
|
Discontinued operations
(4)
|
0.9 |
|
|
4.2 |
|
|
3.6 |
|
|
7.3 |
|
|
Environmental provision, net |
$ |
1.8 |
|
|
$ |
7.9 |
|
|
$ |
1.2 |
|
|
$ |
6.9 |
|
____________________
(1)See
above roll forward of our total environmental reserves as presented
on the condensed consolidated balance sheets.
(2)See
above roll forward of our total environmental recoveries as
presented on the condensed consolidated balance
sheets.
(3)Recorded
as a component of "Restructuring and other charges (income)" on the
condensed consolidated statements of income (loss). See Note 9.
Environmental obligations for continuing operations primarily
represent obligations at shut down or abandoned facilities within
businesses that do not meet the criteria for presentation as
discontinued operations.
(4)Recorded
as a component of "Discontinued operations, net of income taxes" on
the condensed consolidated statements of income (loss). See Note
11.
A more complete description of our environmental contingencies and
the nature of our potential obligations are included in Notes 1 and
12 to our consolidated financial statements in our 2021 Form 10-K.
See Note 12 to our consolidated financial statements in our 2021
Form 10-K for a description of significant updates to material
environmental sites. There have been no significant updates since
the information included in our 2021 Form 10-K other than the
update provided below.
Note 13: Earnings Per Share
Earnings per common share ("EPS") is computed by dividing net
income by the weighted average number of common shares outstanding
during the period on a basic and diluted basis.
Our potentially dilutive securities include potential common shares
related to our stock options, restricted stock and restricted stock
units. Diluted earnings per share ("Diluted EPS") considers the
impact of potentially dilutive securities except in periods in
which there is a loss from continuing operations because the
inclusion of the potential common shares would have an antidilutive
effect. Diluted EPS excludes the impact of potential common shares
related to our stock options in periods in which the option
exercise price is greater than the average market price of our
common stock for the period. For the three and six
months ended June 30, 2022 there were 0.4 million and
0.4 million
potential common shares excluded
from Diluted EPS,
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited) —
(Continued)
respectively. For the three and six
months ended June 30, 2021
there were 0.2 million and 0.2 million potential common shares
excluded from Diluted EPS, respectively.
Our non-vested restricted stock awards contain rights to receive
non-forfeitable dividends, and thus, are participating securities
requiring the two-class method of computing EPS. The two-class
method determines EPS by dividing the sum of distributed earnings
to common stockholders and undistributed earnings allocated to
common stockholders by the weighted average number of shares of
common stock outstanding for the period. In calculating the
two-class method, undistributed earnings are allocated to both
common shares and participating securities based on the weighted
average number of shares outstanding during the
period.
Earnings applicable to common stock and common stock shares used in
the calculation of basic and diluted earnings per share are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions, Except Share and Per Share Data) |
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
Earnings (loss) attributable to FMC stockholders: |
|
|
|
|
|
|
|
|
Continuing operations, net of income taxes |
$ |
145.0 |
|
|
$ |
217.5 |
|
|
$ |
367.6 |
|
|
$ |
408.2 |
|
|
Discontinued operations, net of income taxes |
(10.8) |
|
|
(14.6) |
|
|
(26.0) |
|
|
(22.7) |
|
|
Net income (loss) attributable to FMC stockholders |
$ |
134.2 |
|
|
$ |
202.9 |
|
|
$ |
341.6 |
|
|
$ |
385.5 |
|
|
Less: Distributed and undistributed earnings allocable to
restricted award holders |
(0.3) |
|
|
(0.5) |
|
|
(0.6) |
|
|
(0.9) |
|
|
Net income (loss) allocable to common stockholders |
$ |
133.9 |
|
|
$ |
202.4 |
|
|
$ |
341.0 |
|
|
$ |
384.6 |
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common share attributable to FMC
stockholders: |
|
|
|
|
|
|
|
|
Continuing operations |
$ |
1.15 |
|
|
$ |
1.68 |
|
|
$ |
2.91 |
|
|
$ |
3.15 |
|
|
Discontinued operations |
(0.09) |
|
|
(0.11) |
|
|
(0.21) |
|
|
(0.18) |
|
|
Net income (loss) attributable to FMC stockholders |
$ |
1.06 |
|
|
$ |
1.57 |
|
|
$ |
2.70 |
|
|
$ |
2.97 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share attributable to FMC
stockholders: |
|
|
|
|
|
|
|
|
Continuing operations |
$ |
1.15 |
|
|
$ |
1.67 |
|
|
$ |
2.90 |
|
|
$ |
3.14 |
|
|
Discontinued operations |
(0.09) |
|
|
(0.11) |
|
|
(0.21) |
|
|
(0.17) |
|
|
Net income (loss) attributable to FMC stockholders |
$ |
1.06 |
|
|
$ |
1.56 |
|
|
$ |
2.69 |
|
|
$ |
2.97 |
|
|
|
|
|
|
|
|
|
|
Shares (in thousands): |
|
|
|
|
|
|
|
|
Weighted average number of shares of common stock outstanding -
Basic |
126,204 |
|
|
129,090 |
|
|
126,127 |
|
|
129,319 |
|
|
Weighted average additional shares assuming conversion of potential
common shares |
742 |
|
|
801 |
|
|
754 |
|
|
813 |
|
|
Shares – diluted basis |
126,946 |
|
|
129,891 |
|
|
126,881 |
|
|
130,132 |
|
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited) —
(Continued)
Note 14: Equity
Accumulated other comprehensive income (loss)
Summarized below is the roll forward of accumulated other
comprehensive income (loss), net of tax.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
Foreign currency adjustments |
|
Derivative Instruments
(1)
|
|
Pension and other postretirement benefits
(2)
|
|
Total |
|
Accumulated other comprehensive income (loss), net of tax at
December 31, 2021 |
$ |
(62.5) |
|
|
$ |
(22.2) |
|
|
$ |
(231.0) |
|
|
$ |
(315.7) |
|
|
2022 Activity |
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before
reclassifications |
(119.6) |
|
|
(44.5) |
|
|
— |
|
|
(164.1) |
|
|
Amounts reclassified from accumulated other comprehensive income
(loss) |
4.2 |
|
|
8.4 |
|
|
6.8 |
|
|
19.4 |
|
|
Net current period other comprehensive income (loss) |
$ |
(115.4) |
|
|
$ |
(36.1) |
|
|
$ |
6.8 |
|
|
$ |
(144.7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss), net of tax at June
30, 2022 |
$ |
(177.9) |
|
|
$ |
(58.3) |
|
|
$ |
(224.2) |
|
|
$ |
(460.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in Millions) |
Foreign currency adjustments |
|
Derivative Instruments
(1)
|
|
Pension and other postretirement benefits
(2)
|
|
Total |
|
Accumulated other comprehensive income (loss), net of tax at
December 31, 2020 |
$ |
24.0 |
|
|
$ |
(71.8) |
|
|
$ |
(234.4) |
|
|
$ |
(282.2) |
|
|
2021 Activity |
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before
reclassifications |
(34.6) |
|
|
(7.5) |
|
|
(0.1) |
|
|
(42.2) |
|
|
Amounts reclassified from accumulated other comprehensive income
(loss) |
— |
|
|
11.2 |
|
|
8.7 |
|
|
19.9 |
|
|
Net current period other comprehensive income (loss) |
$ |
(34.6) |
|
|
$ |
3.7 |
|
|
$ |
8.6 |
|
|
$ |
(22.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss), net of tax at June
30, 2021 |
$ |
(10.6) |
|
|
$ |
(68.1) |
|
|
$ |
(225.8) |
|
|
$ |
(304.5) |
|
____________________
(1) See Note 18 for more
information.
(2) See Note 16 for more
information.
FMC CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited) —
(Continued)
Reclassifications of accumulated other comprehensive income
(loss)
The table below provides details about the reclassifications from
accumulated other comprehensive income (loss) and the affected line
items in the condensed consolidated statements of income (loss) for
each of the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details about Accumulated Other Comprehensive Income
Components |
Amounts Reclassified from Accumulated Other Comprehensive Income
(Loss)
(1)
|
Affected Line Item in the Condensed Consolidated Statements of
Income (Loss) |
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
(in Millions) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
Foreign currency translation adjustments: |
|
|
|
|
|
|
|
|
|
Divestiture of Russia operations
(2)
|
$ |
(4.2) |
|
|
$ |
— |
|
|
$ |
(4.2) |
|
|
$ |
— |
|
Restructuring and other charges (income) |
|
Derivative instruments |
|
|
|
|
|
|
|
|
|
Gain (loss) on foreign currency contracts |
$ |
(13.5) |
|
|
$ |
(7.6) |
|
|
$ |
(15.1) |
|
|
$ |
(12.4) |
|
Costs of sales and services |
|
|
|
|
|
|
|
|
|
|
Gain (loss) on foreign currency contracts |
3.0 |
|
|
0.2 |
|
|
3.5 |
|
|
0.3 |
|
Selling, general and administrative expenses |
|
Gain (loss) on interest rate contracts |
(1.0) |
|
|
(1.9) |
|
|
(2.0) |
|
|
(2.1) |
|
Interest expense, net |
|
Total before tax |
$ |
(11.5) |
|
|
$ |
(9.3) |
|
|
$ |
(13.6) |
|
|
$ |
(14.2) |
|
|
|
|
3.7 |
|
|
2.2 |
|
|
5.2 |
|
|
3.0 |
|
Provision |